Rise Of The CyberPonies
by Spaced20
Summary: Doctor Whooves and Derpy are launched six months into the future, only to find Ponyville is not entirely the safe place it once was. A new form of life is being born in a secret laboratory, Princess Luna is being haunted by a shadow from her past that she would rather forget, a dear friend has gone missing and even Twilight Sparkle is not quite the pony she once was.
1. Rise

**I do not own either Doctor who or MLP. I do own this pair of rather fetching Dalek slippers my aunt got me last year.**

**Beta by KovuTheLion1**

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**CHAPTER 1: RISE**

Dr Academic noticed with a sudden jolt that for the very first time in living memory, the Three Crown Laboratory was silent.

It was rather jarring, the Unicorn had to admit.

It wasn't usually so tranquil in this secretive place, in fact, most of the time a Pony would find it near impossible to hear himself think over the endless, positively JARRING chatter of the scientists, each an expert in their own field and each boasting one of the finest minds in the whole of Equestria, as they went about their seemingly endless work.

The indifferent humming of a dozen different machines doing a thousand different tasks didn't help either, or the endless clanging of steel being shaped to new causes, the clop of hoof on hard sterile floor and the occasional boom of an experiment gone awry.

_Or the screams._

It hadn't been so bad when the silly girl was unable to scream or threaten anymore, but Academic was thankful that part was done and finished nevertheless.

That was why they here after all. They would be hailed as the saviors of Equestria if this worked out, and Academic wasn't willing to defeat his perfect track record for success now! That's why only the very best had been admitted to the enigmatic project, and even then, the blossom of progress had been growing for a very long time. Failure after embarrassing failure, the arrogance of the scientists had quickly evolved into desperation, and in turn recklessness, as they desperately worked on the tight timetable that had been laid out for them.

A year of backbreaking work and endless financial aid from their benefactor had been poured into this lab, and finally everything was reaching its conclusion.

In the centre of the lab, surrounded by a maze of cables and automated manufacturing equipment especially designed and funded for the project, like a spider in it's web, the Prototype stood tall and proud, almost a foot taller than a standard Earth Pony on its four solid steel legs. Despite its imposing stance, it was frozen and lifeless, patiently waiting for the final flick of power that would being life to its rigid form. Its eye sockets were round and completely blank, sucking in the charged atmosphere of the room like a vacuum cleaner sucks dust.

The scientists stood silent and unmoving. Earth Pony, Unicorn and Pegasus alike; completely transfixed by what they had achieved. At the center front of the group, Academic too, was staring up at the metal machine with exhausted grey eyes.

The creature really was very beautiful; but goodness, those blank eyes were hard to tear away from, It almost felt as if it was judging him.

_Nonsense_. he told himself.

"By Celestia…I think we've done it." He announced in awe to his colleagues.

A general murmur of agreement rustled through the group, but oddly there was no glowing sense of achievement just yet. After all, there was still work to be done.

With some difficulty, Dr Academic tore his eyes away from the prototype and beamed at his employees. He noted that a couple of them looked slightly uncomfortable with the creature they had created. It was only to be expected, he supposed. Not everypony can be comfortable with this kind of change...

"My fellow Ponies! Unicorns! Pegasi! We stand at a revolutionary point in our history. I think it is no exaggeration whatsoever to call this one of the greatest advances for our society since the three tribes founded Equestria itself! The road has been long, the work exhausting and dare I say it, _demeaning_, but I am proud of the work we have all achieved here, and I have no doubt that Princess Celestia herself will be in awe at the upcoming Invention Convention in Canterlot! With the Creation of the Mark One Prototype Guard unit, Equestria will be safe from the dark forces that wish to see it destroyed, forever! Congratulations Everypony. It may not feel like it just yet, but you've all saved a lot of lives this day!"

Smiles spread on the scientist's faces, even the few who had been looking more and more anxious as the Project had reached its conclusion looked somewhat more cheerful.

"And now!" Academic said, raising his voice slightly for good dramatic effect. "The moment of truth has arrived! Dr Atmosphere? If you would be so kind, as to activate the power panel over there?"

The Pegasus nodded with a grin and broke away from the group, trotting over to large control panel from which numerous cables poured to connect to the Prototype.

Dr Atmosphere allowed himself a smug grin as he brought his hoof down on the activation button with a flourish of his large wings.

A steady hum of power began to fill the laboratory, and the entire room glowed with a striking blue light as a dozen systems began to whirr into life, pouring energy into the motionless prototype in the centre of the room.

Dr Academic felt the hair on his entire body stand on end as static energy began to build to extraordinarily high levels. He jumped slightly as the Prototype gave a small judder, its head rising slightly.

"More power Dr Atmosphere!" he called over the raising howl of engines. "Set everything to maximum!"

Atmosphere responded eagerly, happily mashing buttons on the control panel.

Suddenly, a blaring white light flashed from the prototype, temporally blinding Academic, and from the several gasps behind him, several of his staff had been blinded as well. A deafening rumble that caused one of the unicorns to scream echoed throughout the lab with a menacing growl, and then just as soon as the noise had started and disaster seemed inevitable, everything was replaced by the quiet humming of power.

"D-did it work?" An Earth Pony asked, blinking up at the prototype, that had remained motionless throughout the noise and intolerable rumbling.

Dr Academic approached the prototype cautiously, blinking away the smoke that had irritated his eyes.

"Can you hear me?" he asked hesitantly. "Can you understand me?"

A pregnant pause. The atmosphere could have been cut with a Unicorn's horn.

And then suddenly, a metallic grating of a voice escaped the prototype, accompanied by a flash of blue from the creatures' mouth which flashed in sync with its speech.

**"YES"**

A collective gasp from the scientists. Academic could feel the metal creature's eyes taking in the room it found itself in.

"Do you know who I am?"

Another pause. Academic could sense everyone holding their collective breaths.

**"YOU ARE DR. ACADEMIC."**

"And what are you?"

**"I HAVE BEEN DESIGNATED ALPHA UNIT ONE."** Alpha stated, looking down impassively at Academic, its metal form irradiated with power.

**"I AM CYBERPONY."**

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**Oh yes, oh yes indeed. It's doctor who/My little pony cross over time. Staring Doctor Whooves and Derpy (Who we will see next chapter!)**

**Any reviews are magical. And remember, friendship is magic and all that so the reverse is true as well!**

**Like Doctor Who? Like My Little pony?**

**Wanna Beta? Hit me up, You'll get free muffins. **

**Thanks for reading.**

**Oh! **

**Cyberponies look like this: ?qh=§ion=&q=Cyberpony#/d3f2m8c**

**Visual pics are always good. (Not mine though! haha)**


	2. Muffin Temporal Extractor

**I Do not own either DW or MLP. I do own a copy of Mega Shark vs Giant Octopus on DVD. Good movie.**

**beta by KovuTheLion1**

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"It's called the TARDIS!" Doctor Whooves exclaimed happily, bursting through the wooden door and up to what seemed to be some kind of central console, then quickly moving around the circular column like an excitable filly.

"Stands for Time And Relative Dimensions In Space! I love a good acronym, don't you Derpy? Ohhh!_ Love 'em_! Makes everything sound so much more impressive! And they just roll of the tongue! Like…."

Whooves bashed several random buttons on the coral like console without a care and was rewarded with the bellow of a fog horn.

"Whoops, wrong button there!" He gleefully cried, as if causing loud random sounds brought him some sort of euphoria. He then rounded on the Pegasus and grinned with school-colt glee.

_"YYURYYUBICURYY4ME!_" He rattled off with a yell, causing Derpy to jump in the air.

"Isn't that just_ brilliant_?" He asked, grabbing Derpy's cheeks as she landed in a heap and squishing them between his hooves.

_"Too Wise You Are, Too Wise You Be, I See You Are Too Wise for Me!_" He sang at her, trying to keep both his sparkling blue eyes fixed on her cross-eyed golden ones and failing miserably.

"And I never say that! Cos I'm a genius! Aren't I a genius? Look at my big ol' time machine and call me a genius!"

The Doctor released her cheeks and grinned at her expectantly.

Derpy continued to stare, her two eyes pointing in different directions, taking in the room in which she had somehow found herself.

"It's…_.bigger_." She began with some effort. "On the inside."

The Doctor's grin grew even wider. "I know! Isn't it brilliant? Safe as well! Even Ahuitzotl and a horde of Ursa Majors couldn't get in here! Oh believe me, they could try! Perhaps we should let them? hmm... probably best not to, we don't want to scratch the paint."

"Let me give you a tour!" The Pony said, pulling Derpy gently to her feet and leading her towards the central control panel with a hoof on her back.

Derpy gasped at the sheer variety of buttons, widgets and levers that were presented to her, in all shaped and sizes and materials. It was almost if someone had glued the panels together without any real plan in mind.

And it was beautiful.

"This is the Quantum tunnel extractor," The Doctor began, pointing at each button/lever/widget/random coral shaped clump in turn. "That's the Phazonor leveller, the Giga-watt absorber, the vortex manipulator is that little blue one there…No! No… Don't touch it! You may create a black hole… Oh, in fact you did. Oh don't worry; I'll tidy that up later. That there is the Changeling circuit; I've been meaning to fix that…. That's the erm….stereo, annnnd-"

"Is there a button for muffins?" Derpy suddenly asked, smiling at Whooves with eager anticipation.

"A…_.what?"_

"A button to make muffins? Like a …..Muffin temporal….what was it? Extractor?"

"A Muffin Temporal Extractor…?" The Doctor repeated back, dumbfounded.

"Yes! Where's that?"

"I…Don't have a Muffin Temporal Extractor Derpy."

The grey Pegasus gasped, and stared at the confused earth pony like he was a complete idiot.

"Why not?"

Whooves made to reply, and then clamped his mouth shut.

Derpy sniffed and returned to happily examining the TARDIS console.

_"Why don't I have a Muffin Temporal Extractor?_" The Doctor mumbled to himself quietly.

Derpy finished her inspection and grinned at her friend.

"Well, lack of muffins aside this whole place is amazing! Did you build it? Are you a time traveller? Is that why your cutie mark is a time turner? Ohhh! It is isn't it?"

"Sort of, yes and oh my, yes."

Whooves trotted over to Derpy's side and smiled at her.

"Shall we go for a drive?"

"Where to?" Derpy asked.

"No idea! The universe is our oyster!" The Doctor replied, bringing his hoof down on a particularly impressive looking red button.

"Our….what?"

"Muffin, Derpy. The universe is our…_muffin."_

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**Decided to go for short and sweet chapters for this fic, just to keep it fresh. May go for longer chapters if you guys will prefer that.**

**Thanks to Chy-kka for the review! Yep, That's a cameo from Rainbow factory's Dr. Atmosphere.**

**reviews are the only reward i get for writing. Please take a few seconds to write one off. it'll help shape this story.**

**Cheers!**


	3. I'm fairly Sure It's Under Control

My fanfic is receiving a lot of feedback, and A few edits have been made to Chapter one from the reviews I've received. It may be worth a reread ;)

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_You awake with a start, eyes instantly blinded by the light shining on your face. You find yourself instinctively curling into a ball to shield yourself from the unwelcome whiteness. The gossipy cawing of birds and the delicate lapping of water invades your sensitive ears, and you groan. You feel awful. A headache pounds around your head like a hyperactive child, and even the gentle noises surrounding you cause you some significant discomfort. You're lying on what feels like a soft bed of feathers, if only slightly lumpier than one would usually experience. You shuffle slightly in discomfort, and a fragrant perfume swirls into your nostrils. It's very… pleasant. Lush and alive! You take a deep experimental whiff. Wait a moment. Grass? _

_It smells like grass. _

_You suspiciously open an eye, taking in your surroundings._

_Trees. Gnarled and ugly, but somehow maintaining a beauty of some other time. They loom over you, blocking out the night time sky with thick, mossy leaves._

_Mushrooms. The floor is scattered with translucent fungi, waving slowly and hypnotically in a none existent breeze_

_A small river is trickling with fresh looking water. What little light that is successfully penetrating the woodland floor bounces and sparkles on its surface, twinkling like sapphires. _

_It seems you are in some sort of untamed meadow, but that's not important. There's something far more important invading your mind and filling you with a sick sense of dread._

_The river. You need to get to the river. _

_You clamber quickly to your feet. A mistake. Your head gives a protesting throb of pain and you wince, but stumble towards the trickling water carefully on four shaking legs._

_It's difficult. The crowing of birds seems to intensify as you finally reach the river and look at the reflection that greets you. _

_His eyes are so bloodshot it's difficult to tell their true colour. Blue? Grey? Too early to tell. _

_A spiky brown mane covered in twigs and grass blades. The pony looks like he's been sleeping rough for weeks. _

_The pony in your reflection grimaces with confusion, unable to understand._

"_Who am I?" You say out loud._

"_Who am I?"_

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Derpy and Whooves were both dealing with the unstable flight in their own ways. Whooves had his front hooves wrapped around the Console's guardrail and was whooping happily; Derpy meanwhile, was simply letting the ship toss her around like a ragdoll, completely unfazed as she was sent crashing into several different objects ranging from a battered sofa, to an actual wall. She screamed with delight as the entire room rumbled and spun with random abandon, she grinned as Doctor Whooves was sent flying from the console after one partially violent shudder and laughed along with him as she pulled him to his hooves, only for both of them to be sent reeling again as the TARDIS's flight continued to grow ever more and more unstable.

"It's alright!" The Doctor yelled over the gasping and wheezing VWORP VWORP of the engines as he clamoured again to an upright position and resumed his losing wrestling match with the wild controls. "It's fine! She does that sometimes! It's all under control!"

Another loud boom that sent the room spinning.

"I'm fairly sure it's under control!"

"This is so much fun!" Derpy cried enthusiastically over the din of the TARDIS's flight. The Pegasus attempted to clamber off the floor and take flight, only to be tossed sideways and land in a pile of limbs and wings on the floor again.

"Almost there!" Whooves cried his dark brown mane was sticking out at all angles, giving him a distinctly mad aura as he continued to stab the controls with abandon.

"Don't stop me nooooow!" He began to sing at the top of his lungs, clinging madly to the control panel as the room's spinning began again. "I'm having such a good time! I'm having a baaaaaall!"

Another series of rumbles and groans, and Derpy found herself rolling across the floor, she grabbed on to what looked like some kind of support strut to steady herself.

"Here we go!" Doctor Whooves cried. "Hold on to your wings!"

The TARDIS came to a sudden stillness with one last almighty boom, comparable to the roar a pony would receive after awakening a Dragon from a decade long nap.

Derpy pried herself off the strut only to fall flat on her back, her wings and legs spread-eagled across the metal mesh flooring. She closed her golden eyes for a moment to regain her breath.

She heard the clop-clop of the Doctor's Whooves growing louder and found herself being pulled to her feet. She opened her eyes lazily to find his perfect blue ones staring back.

"We're here," He informed her with a sparkling grin.

"Where? Where? Where?" She asked, favouring him with her own lopsided smile.

"No idea!" Whooves replied happily, the idea seemed to fill him with the hyperactivity of a young foal.

"AHA!" Whooves shouted overloudly, turning his back on the Pegasus. "I need my arm belt! Dead useful. You can never have enough pockets, Derpy! Always carry spare!"

He turned his attention towards the control panel for a moment, and suddenly produced a small intricately detailed leather strap, with several small pouches sewn to it from a drawer hidden beneath one of the panels. With one fluid motion, the strap was wrapped around his right hoof and he was strutting across the floor towards the door, Derpy flapping eagerly behind him.

"Anything could be out those doors Derpy! We could find ourselves at the great Ice rainforests of Sabier, where the waterfalls are comprised of billions upon billions of diamonds that glisten and sparkle under the light of three blue suns!"

The Doctor started skipping towards the TARDIS door with Derpy overhead, her face gleaming with excitement.

"We might arrive at the white sand beaches of Lumonis, where the sand is like silk! Or the founding of the Crystal Kingdom! We might even be slap bang in the middle of Discord's realm of chaos, where the rain is chocolate milk and day and night last ten seconds each!"

The two were now practically charging towards the door like two eager puppies.

"But today Derpy, today! We are in…."

He threw open the TARDIS doors with a kick.

"Oh." He said.

Derpy peered out from behind the Earth Pony, and gasped at the familiar view that greeted her.

The skies were a perfect sapphire blue, the grass a bright healthy emerald. The sweet smelling air reached Derpy's nostrils and she took a deep, long sniff. Curiosity drove her on and she gently pushed the immobile Whooves out of the way with one of her wings.

"Oh." She said.

"Well this is awkward." Whooves muttered.

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I've been a little bit cheeky and chopped this chapter in half since there's some big changes I want to add to the latter so it's going to take a few more days. Gotta keep the updates coming!

**REVIEW TIME!**

Llama Parfait – Wow! High praise indeed! Thank you for the very kind review. I'm glad to know you will be reading!

TheeBrony – More is going on with the "Doctor" than anyone realizes as the moment….

Cylon One – Thank you for two very positive reviews!

Finally, I wanted to say this: A few PM's and reviews seem to think that this story is simply going to be a ponified version of Rise of the Cybermen from series 2 of New Doctor who. It is not. And that is not my intention. The story does take some elements of Rise of the Cybermen, and the doctor who show. (How could I not?) But the story will be taking it's own journey. Doctor Whooves is NOT a Time lord Pony. No Aliens, no sonic screwdriver, no pre knowledge of the Cyberponies or the wisdom of a 900 year old time traveller. Doctor Whooves is just starting out on this journey. Even the TARDIS isn't everything that it seems on the surface...

Thanks for reading!


	4. Four Measly Inches

_You stumble away your reflection in the water, its foreignness taunting you as you gasp - but not in pain. Something far – far - worse has happened to you than the few scrapes and bruises blemishing your unfamiliar body. Something is missing - something inside you – It's like you're missing a lung. You don't know what it is that has been stolen, but the gaping emptiness that has replaced it threatens to engulf you with its appalling sense of loss. _

_The forest is closing in on you, the think gnarly trees blotting out the foggy night sky. You squint, attempting to penetrate the oily shadows that have begun to swirl around you almost as if they have a life of their own. _

_You are plunged into complete, all-encompassing suffocating darkness._

_But you're not alone. You may be reeling from shock, but you can sense a presence – a foreboding shadow reaching out to you. The wind is starting to scream around you like an enraged wraith and you find yourself spinning around, trying to cover the whole glade at once. _

_Cold, high taunting laughter - Echoing from all directions – It's impossible to tell where it's coming from. You have no idea how to defend yourself. You squint and notice that oily shadows that have begun to swirl around your hooves like snakes – hissing and slithering. You cry out, kicking away at the physical darkness that is rising around you._

_And then a voice - Deep, cold and taunting. _

_"This is the darkness. This is my domain!"_

_You can't see a thing – but you can feel the shadows – icy cold and oily - crawling up your legs. Dread finds its way into your heart and you panic, falling back and tripping over yourself, landing spread eagled. _

_The voice laughs loudly, drinking in your fear like a thirsty child. You let out a cry, only for the solid shadows to seep into your mouth – pouring down your throat, thick as water – you choke and collapse, swallowed by shadows and then…nothing._

_"I'll be watching you - Doctor Whooves. Your path has already been chosen for you by forces beyond your comprehension… you will simply walk. The shadows will be observing you…and waiting."_

_The shadows that have invaded every cell of your body leave as quickly as they entered - leaving you gasping for air. The darkness dissipates and the stars are again visible overhead, lighting the grove. _

_You can't bare the emptiness inside you a moment longer and you scream. An agonising, pain enriched roar that echoes and reverberates among the forest trees - silencing all life nearby. You scream until your throat grows hoarse, your throat is burning and you fall to your knees with the sense of loss overwhelming you._

_"My, what do my ears hear? A lost pony, crying in fear?"_

_You jump to your feet – your strength returned - glaring at the shadowy figure hidden in the darkness of the trees._

_"Show thyself!" You attempt to growl, but your raw throat translates your demand into a croak._

_"My friend, believe me for I mean you no harm! I promise there is no need for alarm." _

_The shadow replies. It's not the same voice as before. You don't recognise her accent, but it sounds highly exotic, conjuring images of sun and golden sand in your mind._

_"I bid thee to show thyself!" You demand, narrowing your eyes at the shadow._

_"You are troubled tonight, that much is clear - For the wood itself can sense your fear." The shadow says, stepping into the moonlight of the glade._

_You gasp at the sheer exotic nature of her appearance. Her light grey fur is painted with sharp dark shapes, the most noticeable upon her flank which is the shape of a spiral sun. A number of golden ringlets are clamped around her neck and leg._

_Her eyes fix on yours, sparkling with curiosity._

_"From my home I heard your painful cries, but I now see the desperation in your eyes. A lost pony is all I can see, how did you come to be in Everfree?"_

_You gulp down the bile as the realisation hits you hard in the face._

_"We…don't know…" you admit, desperate tears blurring your eyes._

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Derpy jumped out of the Tardis and took in the familiar surroundings with two independent, yet curious eyes. Several large  
but welcoming looking cottages littered the landscape, and huge, carefully pruned trees decorated the grass in-between. The air was filled with flower petals and the sounds of chirping birds. Ponies were trotting about their daily business.

"I thought you said we could be anywhere Doctor?" Derpy wondered out loud, as a small crescent chested robin flew down and landed on the bridge of her nose, happily chirping away.  
She heard the slam of the TARDIS door behind her and then Whooves trotting up to her, his face puzzled.

"Well, I suppose this does count as… _anywhere."_

Derpy laughed suddenly, causing the bird to take flight for a more stable resting place.

"We're still in Ponyville!" She giggled happily, spinning around on her back hooves and promptly falling over.

"That's not possible!" The Doctor retorted, his features confused. He brought up his strapped leg and gave it a little shake, causing one of the leather flaps to fall open revealing a rather handsome silver pocket watch.

"Nooooo, we've moved. There was some definite movement back there…"

He span around and glared daggers at the TARDIS as if it had done him a great personal wrong. The one pony shed sized outhouse remained oblivious to its owner's displeasure. Whooves inspected the grass around the small wooden construct for a moment, his blue eyes shimmering with curiosity. And then indignant rage.

"Four inches!" He yelled up at the indifferent box. "That's the best you can do? Four measly inches?"

Derpy rolled around on the grass for a moment, enjoying the late evening sun on her face and then frowned, looking up at the tree the Robin had fluttered over to.

"I don't remember that tree being that big…" She said, frowning.

Whooves frowned, noticing it as well. "I think-"

What Doctor Whooves thought, Derpy would have to wait to find out because at that moment, the travellers chatter was interrupted by the sound of thunderous yelling.

"Hello, hello….What's going on?" Whooves wondered out loud, looking towards the source.  
They looked over, and saw a small red headed filly with a pink bow, yelling, no, screaming at two terrified looking adult Unicorns.

"I know it was you!" The filly was screaming at the top of her lungs. "I KNOW IT WAS YOU!"

The two unicorns were backing away slowly, but were being pushed towards the wall of one of the cottages, unable to escape. Derpy noticed how incredibly well dressed the pair were. One, the male had a monocle and top hat, as well as a very sharp suit that stopped only to show off his cutie mark, that of three golden crowns. He was looking around anxiously. His partner was stunningly pretty, her coat a perfect white and her mane a delicate pink. She was glaring at the little filly with venom in her purple eyes. It was the male unicorn who elected to talk first.

"Now now, Applebloom… I realize you are going through a difficult time at the moment, you have obviously never really recovered and I am deeply sorry but-"

"Liar!" Applebloom screamed up at him, her voice growing hoarse. "My sister was on er' way to see you! YOU!"

"'Ow dare you-"The pretty female unicorn snapped in a velvety accent. But the other silenced her with a look.  
The drama was now attracting quite the crowd, as more and more ponies were being drawn along by the commotion.  
Derpy and Whooves were closer now, and could see the three Ponies clearly. Applebloom was openly sobbing, tears were running down her cheeks, but she was refusing to back down.

"That's Fancypants," Whooves muttered beside her, gesturing to the well-dressed Unicorn. "And that's his wife, Fleur De Lis if I'm not mistaken."

"Where is she?" The filly continued to sob, "Where's ma' sister!"  
Fancypants bowed his head, looking absolutely exhausted, but Fleur was growing more livid by the second.

"'Ow dare you accuse us of doing such a thing, child? In front of everyone! I've never been so-!"

"That is enough, my dear." Fancypants interrupted, and Fleur's mouth snapped shut. "Applebloom, I promise you I know nothing whatsoever of your sister's disappearance. She was to meet me that day, this is very much true. She and I were to discuss terms for supplying apples to lower Manehatten. But she never arrived."  
Applebloom let out another sob, and collapsed to her knees. Derpy gasped, and before Whooves could say anything, she had pushed her way through the crowd and placed a wing over the young girl's shuddering body.

"It's alright, shh….It's alright…" She whispered to her, keeping her close as Applebloom's tears continued to roll down her cheeks and drip down to the grass.  
Fancypants sighed, and turned his attention towards the crowd of concerned faces.

"This young one deserves some privacy; I would ask you all to kindly return to your daily business. This is not something for everypony to gawk at."  
The crowd seemed inclined to agree with the unicorn, especially as he started to frown at them and they began to dissipate slowly.  
Doctor Whooves however, trotted forwards his face full of concern; he nodded at Fancypants earning a mild look of recognition in return.

"Terrible business." The unicorn sighed. "Truly."

"What exactly brought this about?" Whooves asked, gazing pitiably down at Derpy's comforting of the young Pony.

"I suppose I should have predicted it today, of all days," Fancypants replied sadly. "It was a six months ago today it happened after all. Shocking business. Appalling. They never found a single trace of the poor pony."

"Six months?" The Doctor asked again. "What's happened?"

"Applejack went missing. Just vanished into thin air."

Applebloom let out a fresh wail.


	5. Citrus

_Hello All and thanks for reading. Just a important note: I've made some BIG changes and edits to the flashback scene in Chapter 4. I highly recommend rereading the first paragraph before continuing on to this chapter, as it now introduces a new major character. Thanks! And enjoy!_

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The Fruit Bowl Bar was one of those very special places where a pony would always be able to find not only a friendly face – but a delicious drink and a comfortable chair at any time of the year, come rain or shine. The Bar itself was not huge, but could comfortably accommodate three dozen ponies at once; The wood panelled walls were decorated with local paintings of various fruits - ranging from ruby red apples to dew fresh strawberries and fully fat cherries. While a traditional Hoofington fireplace took pride of place, complete with photos of many of the Fruit Bowls social events which were scattered lovingly across the fireplaces mantle. Each picture displayed a happy pony or a group, Cider in hoof, beaming at the camera. The Stone fireplace was surrounded by large plush red armchairs, which were always the first to be taken and the last to be surrendered during the Fruit Bowl's busier hours. Small wooden tables were scattered about the room, each proudly displaying a distinct carving in the shape of a fruit, which the waitresses would use to navigate drinks to the correct table as well as a rosy table cloth. At the end of the room was a long wooden bar complete with hoof pumps, and a flight of stairs which led to the gallery above.

Behind the bar, the owner of the watering hole, -an Earth Pony by the name of Citrus- was happily cleaning dirty glasses with a small rag. She was an astonishingly pretty pony, and her cheerful nature gifted her with many admirers throughout Ponyville. Her fiery mane and tail were each neatly knotted into buns. And her cutie mark was a wedge of orange. She stopped cleaning glasses to frown at the raised voices that were coming from outside her bar.

"What in tarnation is all that_ commotion_?" She asked out loud, her pleasant Southern Appleloosa drawl full of interest. Some kind of trouble was obviously going down - and she shared a glance with one of her regulars, a male unicorn who looked as confused as her. The Voices were getting more urgent, and unless her ears were playing tricks on her, they were getting louder as well.

Citrus jumped into the air as the Bar door swung open with a resounding bang. Two adult ponies stood in the doorway – A grey cross eyed Pegasus, who was rather pretty despite her slight optical mishap and seemed to be hiding something under her left wing; and a distinctly mad looking brown Earth Pony, who seemed pleased as punch to be stepping into her establishment.

"Mrs. Cake!" He cried - eyes glinting madly. "This is an emergency! Fetch me three of your finest Strawberry and Chocolate Cream Sponge Cirrocumulus Floccus Surprises! Extra fluffy on the Cirrocumulus if you please!"

Citrus stared open mouthed for a moment, then snorted with mirth.

"Sorry to disappoint friend, but I ain't Mrs. Cake. Ma' name's Citrus! And this ain't Sugarcube corner, that's down the street on the left."

The mad pony frowned, and then turned on the Grey Pegasus.

"Derpy! This isn't Sugarcube corner!"

The one called Derpy looked less surprised as her fellow, and drew herself up with some measure of pride. "I know! I used to do the rounds around here. I got lost an awful lot when I first started – but Ponies were really nice and pointed me in the right direction nearly every day! I felt bad bothering them all the time so I drew a map on my leg."

Derpy rose up her left hoof and waved it in the Mad's face. Eve from behind the bar, Citrus could see that It was covered in childish scribbles.

"See? Look, the Sugarcube corner is _HER_E-" She pointed to one point on her arm with the other, "-and the Fruit Bowl Bar is _THERE_. It's alright, I still struggle as well."

"Why didn't you say something when I galloped off in the wrong direction?"

Derpy looked sheepish and smiled awkwardly. _"Well_….I had to check my map? Y'know? And it's on my hoof so when I tried to do both I… _fell over."_

"Oh."

"An' you didn't check that we wer' followin' yer in the first place…" Derpy's wing sniffed.

Mad-pony looked sheepish for a moment, and then politely bowed his head at Derpy in apology. "Right then! So where exactly…?"

"This here is the Fruit Bowl Bar!" Citrus laughed, inviting the ponies in with a hoof as they were still standing awkwardly on the welcome mat. "I'm mighty surprised you ain't heard of the fruit bowl, y'all been out of town? What's yer handle?"

"We've been gone longer than we planned." Mad smiled sheepishly, as the three ponies followed Citrus to one of the empty tables.

"I'm Doctor Whooves by the way. This is Derpy, and this-"

"Applebloom!" Citrus suddenly cried out, finally noticing the filly that had been hiding under Derpy's wing. "I'm guessin' that was you outside making that entire ruckus? Does Granny Smith know where you are? Ain't Rarity supposed to be lookin' after you? What-"

_"Hey Citrus…"_ The girl said in a very small voice. Appleblooms eyes were bloodshot, and she looked exhausted.

Citrus frowned. "_Wha-_"

"Is it alright if we sit down?" Derpy asked politely, placing her protective wing over Applebloom again.

"Well of course Yer' can friends! Here, the fireside table is a favourite! I'll grab as all some drinks- How about some orange juice? Freshly squeezed! And an apple juice for my little cousin, am ah' right? Then y'all need to tell me what's goin on!"

The group sat themselves at the medium sized table Citrus had indicated, with the bar-pony herself quickly trotted off to grab their drinks.

"She seems nice!" Doctor Whooves noted, gazing over at the busy pony admiringly.

"I like oranges." Derpy noted happily, gazing down at Applebloom with one eye (the other was inspecting the ceiling with polite interest.)

"Ah' prefer apples…" the girl sniffed.

"CRUNCH!" Whooves suddenly cried, slamming his hooves down on the table and causing everyone in the local vicinity to jump. "A good apple is always crunchy! Love a good crunch! Great word as well – CRUUUUUUUUUUUUUNCH! Just rolls of the tongue!"

Derpy giggled as Citrus appeared at her side with a tray of drinks expertly balanced on her head. With a single swish, each of the Ponies had a glass of bright and fresh looking juice sitting in front them. Applebloom squeezed herself out of Derpy's protective embrace to sit herself at a stool, her expression still glum.

"Now, how about y'all tell me about this her-"

"Could yer' please drop the southerner act Citrus? I know yer' from Manehatten. Ma' sis told me."

Citrus looked slightly abashed for a moment, and then laughed.

"Oh fine, I guess I don't have to pretend for you lot! Begins to tickle my throat anyway…"

Her accent had become a smoother, more of a silky drawl. She laughed at Whooves and Derpy's startled expressions.

"I'm from Manehatten!" she explained, grabbing her own drink, "Born and raised as a city girl. Granny Smith told me when I arrived that I should just be myself, bless her core…"

"Why would you lie about having an accent?" Derpy wondered, fumbling slightly with her full glass.

"Oh, It's all part of the "Cute bar wench" act. Customers LAP it up, believe me."

She glanced conspiringly at her guests. "Don't tell anyone though! Our little secret! - Alright?"

"My lips are sealed," Whooves promised, hoof on heart. Derpy did the same, and almost hit Applebloom in the face with a very over dramatic swish of her arms.

"So…" Citrus drawled, turning her attention to Applebloom with her eyes sparkling with curiosity. "Can someone tell me what trouble my little cousin has got herself into this time?"

* * *

Celestia watched as the sun rippled and waxed as it settled behind the distant Whitetail woods, casting the whole region into fading oranges and advancing shadows. The beauty of the spectacle was truly something to behold, and Celestia had never tired of seeing it in the millennia she had walked the Earth. But this evening, the majestic leader of Equestria was troubled. Something was… off. She had a slight scratch at the back of her head, and an impending sense of dread she could not quite place. Luna had jokingly called it "Celestia sense" when she had shared her concerns, and the description was somewhat accurate even if it had been made in jest. It is impossible to rule a kingdom for a thousand years without picking up some kind of connection to the land. It was not something that the princess fully understood, but she had learnt long ago to always trust her instincts - _Celestia sense_ or not.

The Alicorn felt a distant throb of power as the sun's weak golden light brightened and warmed her skin for the last time, and she felt a far more prominent pang of grim anticipation when the rays of sunlight finally retracted from her pale form and her power began to wane.

She turned her back on the rapidly darkening sky and walked slowly into the gathering hall of the palace, her expression grim.

"You are troubled sister?"

Celestia looked up to see Princess Luna sitting cross-hooved on a plush sofa, watching her with concern as she approached. Celestia gave a smile of greeting and gently pressed her cheek to Luna's own as a sign of affection.

"I do not know why I feel so unsettled tonight," Celestia admitted, smiling weakly at her sibling. "Something just feels…_wrong."_

Princess Luna rose to her feet with a single graceful flap of her dark wings.

"Thy have been unsettled for days, sister. What would you ask of me?"

Celestia felt a wave of gratitude for her co-ruler. It made her request sound slightly less foolish.

"I would like you to fly to Ponyville tonight. Watch and protect its citizens. I truly do not know if anything will fall upon our subjects, but I cannot simply ignore this sense of dread. Will you do this for me?"

"Worry not my dearest sister, for the night is mine to command. No evil shall befall our subjects during my moonlight." Luna said proudly, her sparkling mane floating in a non-existent breeze.

"I shall set wing immediately for Ponyville."

Celestia nodded her head in thanks, feeling exhaustion tugging on her bones.

"Thank-you Luna. Fly well! But please… be careful."

"Would you… like me to speak to Twilight?"

Celestia felt as if a hot coil had wrapped itself around her neck and squeezed. The mention of her former friend still cut deep.

"I…No. Please do not bother her. I do not wish to hurt her further."

Luna nodded glumly, spreading her wings and with one graceful leap she was airborne and flying for the window.

"The night may be dark Celestia, but that's when the stars shine brightest! Farewell!"

Luna flew out the window to be swallowed by the darkness of the night sky, leaving princess Celestia alone with her clouded thoughts.

* * *

_Thanks for reading and sorry for the delay in posting. this chapter has gone through about six rewrites, and its gotton to the point where I just needed to post SOMETHING. so this is the first half of chapter 5. (or chapter 3 if you're a Fimfiction reader!)_

_have decided to move this story from Crossover to single, Simply because it's 98% MLP and 2% doctor Who. Not really enough to warrant the cross over tag. _

_Cylon one: They'll be more flashbacks don't worry! _

_Volt the great: Thankyou for the fav!_

_OMAC001: Here's that update! :D_

_OH! ALSO! BIG BIG BIG NEWS!1 _

_head on over to my Fimfiction profile at __www. fimfiction user / Spaced (close the spaces!)__ to see some CHARACTER ART! Very exciting! there's Citrus, Dr Academic and Rayless (Who's the shadowy chap in Chapter 4). Not only that, but there's a blog about writing this story, so if you want the latest updates...that's where to go!_


	6. Catching Up

Citrus was not entirely sure how she had ended up spending her entire evening with two insane ponies, but she had to admit – she was having quite the gala. They reminded her of the more unique crowds she had been attracted to during her monotonous filly-hood in Manehatten – the kind of company her saddle-sore parents would despise; and that was more than enough for Citrus to extend the hoof of friendship. Anyone who her parents would dislike was clearly worth getting to know!

Of the two, Doctor Whooves was by far the most energetic and manic; as though he had eaten one too many of Pinkie's notorious super sugar cupcakes. He had been the most inquisitive of the pair as well, but he seemed to be visibly restraining himself -casting the occasional wide eyed glance at her niece Applebloom – whose miserable expression had been casting a stark compromise to the cheerfully crackling fireplace. Derpy, on the other hand (Strange name, wasn't the mail-mare called Ditzy?) was examining everything with a wide eyed beam of innocence. Everything seemed to fascinate and entertain her, from the bar room furniture to – much to his amusement- Whooves's mane, which she stroked and prodded for a while before moving on to the examination of her hooves. Citrus had been speaking at length with the two all evening – happily filling the traveller's gaps of knowledge with a glint in her eye and an anecdote on her tongue. She had only been living in Ponyville for about six months herself, but enjoyed her de-facto status as the local information pony, thanks to owning one the more popular night spots in town, Citrus was rather well known for the wealth of information she had access to.

Fruit Bowl bar had been steadily growing darker for the past hour as the sun dipped slowly out of sight. The tavern had temporally been filled with the glowing orange light of Celestia's sun – now to be replaced with delicate pinks and purples before the inevitable darkness of Luna's night took hold. With the last of Citrus's customers drunkenly stumbling towards the door. Applebloom had finally allowed herself to fall asleep under the warmth of Derpy's wing, and the doctor was now urgently questioning Citrus on what had transpired in Ponyville over the last six months.

"Tell me about Applejack." He said, slurping loudly on his third orange fruit cocktail. Citrus felt her cheerful demeanor slip, like a buffalo down a cliff, and she shot a quick glance at Applebloom's steadily breathing form. Even after all this time, any mention of her dearest cousin cut Citrus deep.

"Well, you know half of it already. Applejack left to travel up to Canterlot to meet that snob of pony Fancy Pants, but she never arrived. The guards never received her in the city so it looks like she went missing on the road - Saddle Lane maybe -It was two days before ponies started to panic – she had a pretty tight band of mares she hung around with; you know who I'm talking about? Of course you do. Anyway, Twilight Sparkle goes to Princess Celestia – She's Celestia's prize student – and asks her to help in the search. Well, Celestia was never the sort to leave a pony high and dry so she sent her personal guard out into the area around Ponyville to conduct a thorough search. Not just them though – A lot of Ponies came from town as well, Applejack was always so good to everyone…I think they wanted to return the favor. I helped myself – She was my cousin after all – but…"

"You never found her." Whooves said quietly.

"She was always so nice to me," Derpy mumbled, and the Doctor saw that there were tears in her lop sided eyes. "She gave me apples every time I delivered her mail. Even when I messed up…"

Whooves gave her a sympathetic pat on the wing, and Citrus passed her another fruit juice (This time it was a rather vibrant blue).

"That's my cousin all right," Citrus continued her expression both proud and grim. "We didn't find a trace, but the search went on and on for weeks – Months. No one lost hope until Celestia told Twilight that she had to pull the guards back to the castle."

Derpy blinked in surprise. "Celestia gave up?"

Citrus scowled, her pretty face becoming stony.

"Princess Celestia would never give up!" She retorted sharply. "But the guards were needed in Canterlot. Never really found out the reason why, but the entire castle was on high alert for weeks, – Celestia's resources were stretched thin because of it."

"And Twilight…?" Whooves wondered, fearing he already knew the answer.

"Didn't take it well. I wasn't there - but Octavia was, and she told me – Twilight exploded. She had been under a lot of pressure but…she just started screaming at Celestia, saying that the Princess was giving up, and that all the lessons she had learned meant nothing if she was just going to let Applejack go. Apparently, at one point she almost threw a spell."

"She must have been so angry to shout at the princess!" Derpy gasped. "What did Celestia do?"

"Nothing."

_"…Nothing?"_

"Nothing at all apparently," Citrus replied tersely. "She just stood there and let the unicorn vent. Then Twilight stormed out and… well. They haven't spoken since. Mind you, that was only the start of the trouble… Things got a little more, shall we say, uncomfortable?"

"It gets worse?" Derpy asked, disbelief spreading itself over her innocent features like an unpleasant rash.

Applebloom stirred slightly, her steady breath suddenly reinventing itself into a yawn. The three adults all stared at her for a moment in tense silence, but she simply adjusted herself slightly and continued snoring as before. Citrus watched the young filly suspiciously for a few moments, but when she saw no further movement she gave a sigh of relief and turned her attention back to her guests.

"Oh yes, it gets worse…" She whispered, leaning forward and the other ponies found themselves leaning into a small conspiratorial huddle. Whooves was hanging on her every word with a surprisingly hungry expression.

"Well you all know about the little group Twilight had right?"

Derpy and Whooves nodded. How could anyone not know about the famous six who had defeated Nightmare Moon? The Changelings? Everypony from Ponyville to Manehatten knew their names, or at least the stories.

"-Well, they haven't been seen together in weeks. Months! I mean, yeah Rainbow Dash hasn't shown her face in Ponyville since the disappearance anyway-"

"Why not?" Derpy babbled her expression quizzical. "Is she wearing a hood or something? That's not like her – She Never wears anything. I think it lets her fly faster, cos when I have my mail bag I have to fly real careful and slow so-"

"I think she means Rainbow Dash hasn't been in Ponyville since Applejack going missing Derpy," Whooves hushed to her, smiling at her babbling while Citrus gave a sly nod. "-or she could mean Rainbow Dash was wearing a hood but I don't think I've ever noticed her to be a particular fan of hat wear…"

"No idea what's going on there if I'm honest... – but it's strange you see? Those ponies were tight as a barrel, especially during the search for my cousin, but then Twilight falls out with Princess Celestia and that's it! Poof! I mean, Rarity comes to my bar a lot – I've never been a fan of those posh types but she's a real champ – and she told me she still sees Pinkie Pie down Sweet Apple Acres but that's it! And you know what that means right? Right?"

"That-the-elements-of-harmony-are-useless-because-the-holders-aren't-friends-anymore-so- everyone-is-scared-of-what-will-happen-when-bad-people-attack-Ponyville- again?" Derpy breathlessly said, throwing her hooves in the air to underline her sudden clarity.

Whooves gave the Pegasus a raised eyebrow as Citrus visibly deflated. That was the most dramatic bit!

"….Yeah." She managed, somewhat lamely.

Without warning, the front door to the bar swung open on its hinges and slammed into the wall with a great bang then caused the three ponies to jump into the air – Applebloom actually fell off her chair and landed on the floor with a squeal and a thud.

In the doorway, a very pretty white unicorn stood, looking somewhat scruffy and dejected. Her usually pristine mane was sticking out at all angels and her eyes were glinting madly.

"WHERE IS THAT FILLY?" She cried dramatically, striding into the room purposefully and glaring at Citrus with a pair of perfect sapphire blue eyes brimming with anger.

"Rarity! Are you insane? You know it's not safe to be out after dark!" The bar pony cried, looking at the disheveled unicorn with concern. "Is everything alri-"

Rarity stormed up to the earth pony, closing in on her until they were practically nose-to-nose.

"Where…" She repeated with false delicacy, and forcing Citrus back with every step forward.

"Is…"

Step.

"that…"

Step.

_"Filly?"_

"I'm ere' Rarity…" said a small voice behind Derpy. Rarity instantly turned her attention from Citrus and looked for the source of the voice -eyeing Derpy like a cat would eye a mouse.

"Ditzy! Doctor!" The unicorn said, suddenly clocking the two awkward looking ponies and smiling at them brightly. "So nice to see you again, how was Manehatten? I'm positively _dying_ to hear about what fashions are-"

"Manehatten?" Derpy asked, surprised. "We haven't been to Manehatten…"

Doctor Whooves started quietly coughing, as though there was a tickle in his throat and was trying to dislodge it.

"Yer' alright Doc?" Citrus wondered, eyeing the retching pony.

"Fine!" Whooves coughed, waving off her questions like they were irksome flies.

Rarity seemed to have not noticed the Doctor's small on-going fit and was looking at Derpy with a scandalized expression. "But dearie - we had a huge party for you! You were eloping with Doctor Whooves -quite the scandal – Although I thought it was absolutely precious. Don't you remember?"

"Errrrr….."

Doctor Whooves coughed louder – the tickle seemed to have become a fur ball – and citrus was now patting him on the back. Under the coughs, he seemed to be retching the word "Time travel!" over and over again.

"Oh!" Derpy blurted, and a light bulb almost seemed to manifest itself above her head.

"Ohhhhhh!"

"Is he alright?" Rarity wondered, now that Whooves spectacular coughing fit had finally caught her attention. "You are both acting in a most bizarre fashion!"

Citrus and Rarity were now staring at the two companions, who were nodding at each other furiously as though they had both stumbled upon some great universal truth.

"Doctor!" Derpy cried happily. "We're going to have a party!"

"We've had a party to look forward to in the past!" The Doctor replied, eyes shining in excitement.

Rarity raised a perfectly plucked eyebrow at Citrus – who was watching the two with wonder.

"Are they a little…..unhinged?"

Citrus simply chucked, and Rarity turned her attention back to:

"Applebloom," Rarity practically growled. "You show yourself this instant!"

The young pony dragged herself out from behind the Pegasus with visible effort, as if she was being held back by a piece of rope. She kept her eyes fixed on the bar room floor.

"Hi, Rarity…" She said in a small voice.

Rarity rushed forward, and Citrus thought for a moment that the unicorn was going to wrestle the filly to the floor. She was pleasantly surprised when Rarity simply pulled Citrus's troublesome niece into a suffocating embrace.

"Oh sweet Celestia, you foolish little thing! Don't you realize how worried I've been? What was running through my head? I thought-"

"Mmmmff!" Was Applebloom's muffled reply.

"Well that's simply not an excuse!" Rarity shot back, refusing to release the filly from her vice like hug. "I promised Granny Smith I would look after you! And then you run off during brunch? And please, please tell me, for the love that is everything fabulous…. Please tell me you didn't accost Fancy Pants in the local park…?"

"Emmmf ad' Somfin ah' oo' wi' it!" was the strangled response.

"Erm, Rarity? I think Applebloom is starting to go blue." Doctor Whooves pointed out.

"Oh my!"

Rarity released the young pony, and she immediately started coughing from the Unicorns hug.

"Horseapples!" She managed to splutter defiantly, glaring up at the adults. "Ah' know he had somin' to do with ma' Sister goin' missin! The Cutie Mark Crusaders-"

Rarity instantly hoof-palmed.

"- have been followin' him for weeks!"

"Sweetie Belle…." Rarity growled, hoof still on head.

"What did you find Applebloom?" The Doctor asked politely, eying the filly with renewed interest.

Citrus wondered why Applebloom seemed so visibly taken aback at being asked. Maybe it was because the Doctor was treating her like an adult? A rather clever move…

"Ah'… erm," She stammered.

"It's alright," Derpy said, smiling at Applebloom.

"Well, He's been actin mighty strange when he thinks' no pony's listenin' to him. Scootaloo pinkie promised that she heard him shoutin' at a tree. Real loud, like."

Citrus glanced at her fellow adults and was glad to see they were all looking as confused and as concerned as she was.

"Shouting….?" Rarity echoed. "At a tree?"

Applebloom nodded eagerly; glad to see the adults were beginning to take her seriously.

"And Zecora says she's noticed some ponies movin in an' out of Green Hill Acres durin' the night. She said it all seemed might topsy-turvy."

"Green Hill Acres?" Whooves voiced out loud. "Someone finally brought that place?"

"I heard it was haunted," Derpy shivered.

"Fancy brought it as a present to Fleur," Rarity sniffed. "He had the entire mansion and grounds renovated."

Doctor Whooves sat back on his stool, his bearing considerate.

"I think…" He said at length. "It's time I paid Fancy Pants a visit…"


End file.
